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Meetings and resolutions

Board, AGM, and what gets filed

A small company holds at least one board meeting in each half of the calendar year, with a gap of not less than 90 days.

  • Section 173 — board meetings

    First meeting within 30 days of incorporation. Four meetings a year, or the half-yearly relaxation for OPC, small and dormant companies. SS-1 governs notice, quorum and minutes.

  • Section 96 — AGM

    Not for an OPC. For others, within six months of the year end, and not more than 15 months after the previous AGM. Extension is the Registrar’s, and it is not available for the first AGM.

  • MGT-14

    Special resolutions within 30 days. Board resolutions only where section 117(3) still applies to your class of company.

  • Related parties

    Board approval, and shareholders once Rule 15 thresholds are crossed. An interested director does not vote. Ordinary-course arm’s-length contracts sit outside the section but not outside the audit papers.